MEMORANDUM

October 23, 2012


To:   Port of Seattle ' '

From: Russ Perisho

Re:   Timeline of Pertinent Events


Pursuant to a motion adopted by the Port of Seattle Commission on September I 1, 2012, I was
retained to provide a timeline of the pertinent events from the time Mr. Yoshitani's CEO
Retention Agreement was approved on March 1, 2011 through September 10, 2012, with respect
to the approval process with respect to the Expeditors board position. The adopted motion
required that event descriptions minimally include individuals involved and matters addressed
and any other relevant facts.

A temporary committee composed of Commissioners Tom Albro and Rob Holland represented
the Commission in the completion of this task and other tasks related to the issues raised by the
Expediters board position. With the assistance and cooperation of the Commissioners, Port staff,
Mr. Yoshitani and Expeditors International of Washington, lnc., I conducted an investigation and
compiled the attached timeline ofpertinent events.

RESPECTFULLY SUBMITTED THIS 23rd DAY OF OCTOBER, 2012.


Russ Perisho

Attorney
Russ Perisho, PLLC
PO. Box 1719
Poulsbo, WA 98370
Phone: 206-713-6343
Email: merisho@gmail.com

TIMELINE OF PERTINENT EVENTS


2011

March    On March 1, 2011, the Port of Seattle Commission ("Commission") adopts a
motion (3  2 vote) to execute a retention agreement with Tay Yoshitani, Chief
Executive Ofcer of the Port of Seattle ("Port"). The Chief Executive Ofcer
Retention Agreement ("CEO Retention Agreement") is executed by Mr.
Yoshitani and Bill Bryant, then President of the Commission. The CEO
Retention Agreement includes the following term:

Section 2 - Participation as a Member ofa Private Sector
board ofDirectors

During the term ofthis Agreement, CEO may on his own time (e. g. after
the close ofbusiness or while on Paid Time-Of, participate as a member
ofa Board ofDirectorsfor a private entity; provided, that prior to
accepting such appointment, the Port '3 General Counsel determines that
CEO '5 participation would not create or appear to create a conict of
interest, or is contrary to any other provision ofthe Port '5 Code ofEthics
for Employees.

2012

Feb-April   At times in February, March and/or April, 2012, Mr. Yoshitani talks with several
executive ofcers and directors of Expediters International of Washington, Inc.
("Expeditors") regarding serving on the Expeditors' Board of Directors
("Expeditors' Board").

April       Sometime in April, Mr. Yoshitani tells the Port's General Counsel, Craig Watson,
that he is considering serving on the Expeditors' Board. Mr. Yoshitani asks Mr.
Watson to determine whether any conict of interest or other legal issue would be
presented. Mr. Watson researches and analyzes the issues over the course of
several days, concluding that there would be no violation of State law, that there
would be no actual or apparent conict of interest presented and that the Port's

Employee Ethics and Conict of Interest Policy would not be violated. Mr.
Watson has a conversation with Mr. Yoshitani, in which he states his opinion.

May     On May 2, Mr. Yoshitani meets with several executive ofcers and directors of
Expeditors. He is asked to serve on the Expeditors' Board. Mr. Yoshitani tells
Expeditors that he is willing to serve as a director.

May     On May 4, Mr. Yoshitani sends an email to the ve Port commissioners and a few
Port staff,l copying Mr. Watson, stating he had accepted an invitation to join the
Expediters' Board, that he had reviewed the possibility of conicts with Mr.
Watson, and that nothing would change with his ongoing role as CEO of the Port.
(Email attached) Commissioners Bill Bryant, Tom Albro and John Creighton
recalled being informed by Mr. Yoshitani in conversations around the time of the
email that Mr. Yoshitani had been asked and intended to serve on the Expeditors'
Board?

May     Julie Thomas, Assistant to the Port CEO, sends an email on May 4 atI :44 pm on
behalf of Mr. Yoshitani to Noelle Figueira, Executive Assistant to R. Jordan
Gates, President and Chief Operating Ofcer of Expeditors and Expeditors'
Board member, requesting phone numbers of Expeditors' Board members. (Ms.
Thomas forwarded the response to Mr. Yoshitani.)

May     On May 7, Vickie Rawlins, Port Workplace Responsibility Ofcer, asks Mr.
Watson to have Mr. Yoshitani complete the Port's Conict of Interest Disclosure
form.

May     Mr. Yoshitani completes the Port's Conict of Interest Disclosure Form. On May
21, he answers the form's questions and writes:

I havejoined the board ofdirectors ofExpeditors International. Expeditors is a

company specializing in seaborn [sic] cargo logistics. It has no contractual
relationship with the Port ofSeattle and as a member ofthe board I do not
anticipate any circumstance that would lead to a conict or perceived conict
with my rols [sic] as Port ofSeattle CEO. I [sic] any such circumstance does
arise that I would recuse myselffrom participation in that matter on behalfof
Expeditors Intl.

June-Aug.   Mr. Yoshitani communicates with Expeditors' ofcers/board members and staff
about the steps to become an Expeditors' Board member. Mr. Yoshitani uses his
Port email address for some of these communications. Mr. Watson has

1 .
There [S no reason to believe the email was not received by all recrpients.. . . . . .It IS not clear who contemporaneously
reviewed the email.
2
Mr. Yoshitani does not recall the dates he spoke with any of the commissioners about Expeditors, except that he
recalls sending the May 4 email.

conversations with the General Counsel of Expediters, including a discussion of
the August 9 public announcement.

August    Ms. Thomas sends email on August 1 at 2:17 pm to Ms. Figueira providing Mr.
Yoshitani's home and cell phone numbers.

August    At an August 6 meeting of the Expeditors' Board, Mr. Yoshitani is elected to
serve through May 2013 on the Expeditors' Board and is appointed to the
Expeditors' Board's Compensation Committee, Nominating Committee and
Corporate Governance Committee. Mr. Yoshitani attends the meeting, taking a
day of Paid Time Off from the Port.

August    On August 9, Expeditors issues a press release announcing Mr. Yoshitani's
election as an independent Director of the Expeditors' Board, effective August 6,
2012. A draft is sent to Mr. Yoshitani, copy to Ms. Thomas, for review. An
article appears in the Seattle Times on August 10 regarding Mr. Yoshitani's
election to the Expeditors' Board. Commissioners Gael Tarleton and Rob
Holland recall being informed by Mr. Yoshitani on August 10 that Mr. Yoshitani
is serving on the Expeditors' Board.

August    On August 28, a written opinion is provided by Mr. Watson to Kurt Beckett, Port
Chief of Staff, concluding that Mr. Yoshitani has fullled his obligations under
contract, statute and policy.

August    On August 29, a communication to Port employees is posted on the Port's web
site about issues raised by the Expeditors' issue.

September  At Mr. Watson's request, a legal analysis is submitted on September 10 by
outside counsel, Timothy G. Leyh and Katherine Kennedy of Calfo Harrigan
Leyh & Bakes LLP. It concludes that there is no ethical prohibition to preclude
Mr. Yoshitani from sitting on the Expeditors' Board.

September  The Commission meets on September 11 in a special meeting and adopts a
motion to hire independent counsel and ethics experts to (1) provide an
independent review of the nding of no actual, potential or apparent conict of
interest, (2) provide a timeline of pertinent events, and (3) review and provide
guidance with respect to the Port's ethics policies on conict of interest. A
temporary committee composed of Commissioners Tom Albro and Rob Holland
is appointed to represent the Commission in these tasks.


tttit

From:                Yoshitani, Tay
Sent:                   Friday, May 04, 2012 1:14 PM
To:                   z-POSCommission
Cc:                     Watson, Craig
Subject:                 Fm Tay

Commissioners,

As you'll recall, I had asked that a provision be included in my contract that permitted me to join corporate boards, as
long as there are no conicts of interest. i want to let you know that after reviewing any possibility of conicts with
Craig Watson, I have accepted an invitation to join the Board of Directors for Expediters international. Although they
are a Fortune 500 Company, Expediters maintains a fairly low prole in the community. There will be some sort of
official filing with the SEC, but I doubt that any public announcements will be forthcoming. As for me, I would like to
keep a low prole as well and hope that the Commission will accommodate this desire.

All of their board meetings are right here in Seattle and i will, of course, be taking personal time off to attend them. in
" 3'd
short order, I will become very knowledgeable about    party logistics providers" and hope that this will benecial to
the POS. As far as I'm concerned, nothing changes with my on-going role as CEO of the Port. if you have any questions
about my additional new role, please give me a call.

Tay